General Delivery and Execution Terms of VIP DAKSERVICE
ARTICLE 1: GENERAL
Unless expressly agreed otherwise in writing, these terms apply to every (legal) relationship between VIP DAKSERVICE and the Client. Deviations must be expressly agreed in writing.
“Client” means any (legal) person acting in the course of a profession or business who enters into or intends to enter into an Agreement with VIP DAKSERVICE. “Agreement” also includes any (legal) act preparing for or carrying out such an agreement. “Work” includes all activities, services, and all related materials—including parts and accessories—that are the subject of the Agreement. “Execution” means delivery and performance of the Agreement or any part thereof.
The applicability of the Client’s general terms is expressly excluded.
In the event of conflict between a provision in these general terms and the Agreement, the Agreement prevails.
ARTICLE 2: FORMATION OF AGREEMENTS
Quotations by VIP DAKSERVICE are without obligation and valid for 21 days after their date unless stated otherwise. VIP DAKSERVICE may revoke a non-binding offer within 5 working days after acceptance.
Commitments or agreements made by subordinates require express written approval from VIP DAKSERVICE’s management to be valid.
VIP DAKSERVICE’s (order) confirmation is deemed to represent the agreement/commitment correctly and fully, without prejudice to the Client’s right to dispute this in writing and with reasons up to the date of delivery and/or commencement of the Work, but no later than fourteen days after dispatch. If VIP DAKSERVICE does not send an order confirmation, the invoice serves as such.
If no Agreement is concluded, VIP DAKSERVICE may charge the Client for costs related to the quotation.
If VIP DAKSERVICE contracts with a private limited company (BV) or public limited company (NV) in formation, the person acting for that company remains a party to the Agreement and jointly liable for the obligations, even after incorporation and ratification by the company.
VIP DAKSERVICE is under no obligation to warn the Client of inaccuracies in the Client’s instructions.
If VIP DAKSERVICE shows or provides a picture, sample, or model, this is only by way of indication, and the performance need not conform to it unless expressly agreed otherwise.
ARTICLE 3: PRICES AND PRICE ADJUSTMENTS
Prices are exclusive of VAT. Unless otherwise stated in the quotation or confirmation, prices and offers assume that:
VIP DAKSERVICE may heat or use open flame on the roof;
Vertical transport of materials and tools is provided by and for the account and risk of the Client;
VIP DAKSERVICE can start and continue the Work without hindrance;
The Client timely and fully complies with all other obligations.
If VIP DAKSERVICE cannot start or continue the Work without hindrance and waiting time arises, VIP DAKSERVICE may charge such waiting time at its usual rate in addition to the contract sum.
If, after the Agreement is concluded, VIP DAKSERVICE must purchase materials and their purchase price increases, or other costs—including labor—increase compared to the calculation, VIP DAKSERVICE may charge the difference to the Client.
ARTICLE 4: CLIENT OBLIGATIONS
The Client must take all necessary precautions to prevent foreseeable damage to its own or third-party property, including preventing water damage or damage caused by falling debris. VIP DAKSERVICE is never liable for leaks caused by having to access an existing roof for a quotation or otherwise, unless such damage could be prevented according to standards of good workmanship without incurring costs.
VIP DAKSERVICE may orally or in writing inform the Client of the precautions mentioned above, without this affecting the Client’s obligations.
VIP DAKSERVICE may warn nearby residents via a leaflet of potential risks referenced above. If damage occurs for which VIP DAKSERVICE is held liable, the Client shall indemnify VIP DAKSERVICE against third-party claims unless the damage results from intent or deliberate recklessness by VIP DAKSERVICE.
The Client must ensure all permits and regulations required by authorities or otherwise for the Work are present and complied with, and indemnifies VIP DAKSERVICE for related third-party claims or damages.
Unless agreed otherwise, the Client must provide sufficient workspace, storage, break facilities, and necessary electricity and water at the Work location at its own cost and risk.
The Client must insure the building and all movable/immovable property in or on it against damage that may be caused by execution of the Work through a Dutch insurer affiliated with the Dutch Association of Insurers, applying the “Bedrijfsregeling Brandregres”.
ARTICLE 5: DELIVERY OF MOVABLE ITEMS
Agreed delivery terms for movable items are approximate, not strict deadlines, unless expressly agreed otherwise. If VIP DAKSERVICE does not deliver on time, the Client must provide written notice of default granting a reasonable period for performance.
VIP DAKSERVICE may deliver items in parts, provided this occurs within the agreed or extended term.
If VIP DAKSERVICE makes movable items available or supplies them to the Work, the Client must cooperate. If not, VIP DAKSERVICE will store them at the Client’s expense and risk, without obligation to insure them.
ARTICLE 6: EXECUTION PERIOD
Execution periods are approximate and not strict deadlines. If no execution period is agreed, a reasonable period applies starting from conclusion of the Agreement. Execution periods assume workable working days and normal working hours.
Execution begins only after all technical details and drawings are agreed, required information is provided, the agreed (instalment) payment is received, and all conditions for execution are met.
VIP DAKSERVICE may extend the execution period if:
Circumstances differ from those known when the period was set;
Additional work arises (with time allowed for procuring materials and performing extra work);
VIP DAKSERVICE’s obligations are suspended.
Execution occurs once planning permits.
The mere expiry of a period does not constitute default nor give rights to damages, penalties, discounts, or execution by others.
VIP DAKSERVICE may always perform in parts and invoice each part separately.
If the Client does not take delivery properly or on time, the Client is in default without notice. VIP DAKSERVICE may invoice the agreed price and store materials at the Client’s expense and risk.
If the Client still fails after a reasonable additional period, VIP DAKSERVICE is released from all obligations.
ARTICLE 7: EXECUTION
VIP DAKSERVICE may subcontract the Work to third parties.
Unless expressly agreed otherwise in writing, the Client must at its own cost ensure, among other things:
All necessary safety measures (nets, edge protection, anchor points, cordoned areas) are in place and maintained;
Safe and healthy working conditions compliant with labor laws;
All permits and exemptions for execution are available;
Workers can start immediately upon arrival;
Work can be done during normal hours;
Suitable access roads;
A site appropriate for assembly;
Sufficient surrounding hardened surfaces and a leveled ground strip of at least 5 meters if needed for equipment;
Materials can be stored dry and safely;
Gas, water, and electricity connections within 50 meters, free of charge, and suitable for 230/380V;
Containers for separated waste;
Clear grid and reference marks on the building;
Adequate facilities (toilets, washing, shelter) for workers;
Precautions enabling heating on-site if needed;
Adequate security against theft and break-ins.
If metal façade or roof elements are involved, the Dumebo DWS Safety Handbook requirements must also be met.
The Client must indemnify VIP DAKSERVICE for costs resulting from violations of safety/regulatory rules.
VIP DAKSERVICE accepts no liability for materials or equipment supplied by the Client, who must ensure compliance with safety standards and indemnify VIP DAKSERVICE against related third-party claims.
Unworkable conditions—including adverse weather—extend execution periods. The definitions of unworkable conditions and days follow the standards described in the original Dutch text.
The Client may inspect stored materials; complaints must be immediately reported in writing. If not, VIP DAKSERVICE’s records are binding.
The Client is liable for all damage (loss, theft, fire, etc.) to items belonging to VIP DAKSERVICE, the Client, or third parties at the Work location.
If Client obligations cause delay, execution resumes only after compliance and when planning allows. The Client is liable for all resulting damage to VIP DAKSERVICE.
All costs due to interruptions not attributable to VIP DAKSERVICE are borne by the Client, including extra hours and waiting hours at VIP DAKSERVICE’s standard rates.
Power outage hours not attributable to VIP DAKSERVICE are also at the Client’s expense.
ARTICLE 8: INSPECTION AND COMPLETION
VIP DAKSERVICE will notify the Client orally or in writing when the Work or part thereof is complete. The Client must conduct an inspection within 3 working days.
Inspection means a visual check of the entire Work or relevant part.
If the Client does not inspect on time, the Client cannot later claim repair of defects that could have been identified.
The Work is deemed completed when:
The Client approves it;
The Client puts it into use (partial use counts as partial completion);
VIP DAKSERVICE notifies the Client in writing that the Work is complete, and the Client does not object in writing within 5 working days;
The Client fails to approve due to minor defects that can be remedied within 30 days and do not prevent use.
If the Client does not approve, this must be stated in writing with reasons.
The Client must allow re-delivery of rejected parts. The same rules apply again.
The Client indemnifies VIP DAKSERVICE against third-party claims for damage to non-completed parts caused by using completed parts.
ARTICLE 9: INSPECTION AND COMPLAINTS (DELIVERY)
The Client must inspect the performance immediately upon delivery for quantity and visible defects and must report specified complaints in writing within 48 hours.
The Client must also conduct a thorough inspection within 15 working days for conformity and report specified defects within that period.
Latent defects must be reported within 5 working days after discovery, but within the one-year limit of Article 10(1). This also applies if the performance lacks a property stated by VIP DAKSERVICE or relates to facts known or knowable to VIP DAKSERVICE but not disclosed.
VIP DAKSERVICE may require the Client to send a representative sample at the Client’s cost, without prejudice to its right to require cooperation in any investigation.
Late complaints need not be considered. If VIP DAKSERVICE nevertheless handles them, this is goodwill, not acceptance of liability. If a complaint is unfounded, VIP DAKSERVICE may charge the Client for related work at standard rates.
ARTICLE 10: PAYMENT AND COSTS
Unless agreed otherwise, payment is due within 30 days of invoice date. The Client has no right to set-off or suspension. VIP DAKSERVICE may issue a set-off statement.
Upon expiry of the payment term, the Client is in default without notice and owes statutory commercial interest (Art. 6:119a Dutch Civil Code). Interest is compounded annually.
Payments are first applied to claims without retention of title, then to costs, then interest, then principal (oldest first).
Extrajudicial and judicial collection costs are charged to the Client based on the rate of the third party engaged, with a minimum of the court-awarded costs, plus reasonable third-party expenses.
ARTICLE 11: RETENTION OF TITLE AND PLEDGE
A. Retention of Title
All deliveries are subject to retention of title. VIP DAKSERVICE retains ownership until the Client has:
Paid all amounts due (price, interest, costs);
Paid for all work performed or to be performed related to the Agreement;
Satisfied all claims arising from the Client’s breach.
The Client may not use items under retention of title as security for third-party claims. If a third party holds the items, the Client must provide its details and VIP DAKSERVICE may notify the third party to hold the items on its behalf.
ARTICLE 12: LIABILITY
If the Client has complied with Article 11, VIP DAKSERVICE may be held liable only within one year after performance for attributable failure or tort.
If VIP DAKSERVICE acknowledges fault or it is otherwise established, it may, within a reasonable time, provide replacement delivery, deliver missing items, re-perform, or repair. If VIP DAKSERVICE performs within a reasonable time, the Agreement is deemed properly fulfilled, and no damages are owed, except where the Client has rightfully dissolved the Agreement beforehand.
VIP DAKSERVICE may require return of complained-about items before remedying.
Except in cases of intent or deliberate recklessness, liability is limited to the agreed price for the relevant performance. The Client indemnifies VIP DAKSERVICE against third-party claims exceeding this maximum.
VIP DAKSERVICE is not liable if the Client fails to comply with Article 4.
VIP DAKSERVICE is not liable for advice unless VIP DAKSERVICE inspected the site, received all relevant information, provided specific advice for the situation, and the Client proves full compliance with this advice. Liability is then limited to the same maximum as above.
ARTICLE 13: WARRANTY
If a timely and valid warranty claim is accepted, VIP DAKSERVICE will act per this article. Compliance with this article fully discharges VIP DAKSERVICE’s warranty obligations.
Warranty applies only if stated in the written order confirmation. Mechanical damage is always excluded. Warranty on third-party products is limited to the manufacturer’s/supplier’s warranty. If none is given, VIP DAKSERVICE gives none.
The warranty period begins at use or completion, whichever occurs first. Covered defects will be remedied within a reasonable time at no cost. The Client must allow access free of charge.
Warranty obligations are suspended if the Client fails to meet contractual obligations. Warranty claims may be made only after full payment.
VIP DAKSERVICE gives no warranty for repairs to third-party work or for repairs after the warranty period. Repairs do not extend the warranty period.
ARTICLE 14: ADDITIONAL / REDUCED WORK
Changes to the Agreement result in extra or reduced work if:
Design, specifications, or contract documents change;
Client-provided information is inaccurate;
Measured tolerances differ from Dumebo DWS standards, supplier specifications, or agreed tolerances.
Extra or reduced work must be agreed in writing except in urgent cases.
Lack of written instruction does not affect rights to compensation; the burden of proof lies with the claimant.
If safety or other provisions for extra work are missing, VIP DAKSERVICE may request the Client to arrange them immediately, failing which VIP DAKSERVICE may provide them at the Client’s cost.
Extra work is priced according to rates applicable when performed. Reduced work is settled according to rates at the time of the original Agreement.
If reduced work exceeds extra work, VIP DAKSERVICE may charge the Client 10% of the net difference, except when reduced work results from VIP DAKSERVICE’s own request.
ARTICLE 15: TERMINATION – CANCELLATION
In case of non-payment, incomplete or late payment, breach of any obligation, suspension of payment, (application for) insolvency, guardianship, death, or liquidation of the Client’s business, VIP DAKSERVICE may suspend execution or terminate the Agreement (in whole or part) without notice or court intervention, recover delivered but unpaid items, and claim damages. All claims become immediately due.
If execution is suspended, the Client must extend any required security upon request.
If the Client terminates without VIP DAKSERVICE being in breach and VIP DAKSERVICE agrees, the Client must pay the price for the completed portion and compensate all financial losses, including lost profit and costs, with a minimum of 10% of the agreed price.
ARTICLE 16: FORCE MAJEURE
In addition to statutory force majeure, this includes strikes, illness, supplier or carrier failures, transport disruptions, natural disasters, war, government measures, fire, and other circumstances preventing execution. If force majeure lasts over two weeks, either party may dissolve the Agreement wholly or partially, with obligations remaining for the undissolved part.
ARTICLE 17: APPLICABLE LAW AND JURISDICTION
Dutch law applies exclusively. Disputes shall be submitted to the Arbitration Board for the Construction Industry unless VIP DAKSERVICE chooses the ordinary court. In that case, the District Court of ’s-Hertogenbosch has jurisdiction unless mandatory law provides otherwise.